May 14, 2026
Name of Company: Meiji Holdings Co., Ltd. Name of Representative: Katsunari Matsuda CEO, President and Representative Director
Code Number: 2269, Prime Market, Tokyo Stock Exchange
Notice concerning the Board of Directors' Opinion on Shareholder ProposalMeiji Holdings Co., Ltd. (the "Company") received a document stating that the proposing shareholder intends to make a shareholder proposal (the "Shareholder Proposal") at the 17th Ordinary General Meeting of Shareholders of the Company to be held on June 26, 2026 (the "General Meeting"). The Company hereby announces that it has resolved, at a meeting of the Board of Directors as of May 14, 2026, to oppose the Shareholder Proposal. Details are as follows.
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Proposing Shareholder
Name of the shareholder: LONGCHAMP SICAV
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Details of the Shareholder Proposals
Agenda
Amendments to the Articles of Incorporation regarding the Establishment of the Strategic Review Committee
Purchase of treasury shares
Approval of compensation regarding a transfer restricted share compensation plan
Amendments to the Articles of Incorporation regarding the composition of outside directors
Amendments to the Articles of Incorporation regarding the Record Date of Ordinary General Meeting of Shareholders
Details of Proposals
As stated in the attached "Details of the Shareholder Proposals."
- The Board of Directors' Opinion on the Shareholder Proposals
Amendments to the Articles of Incorporation regarding the Establishment of the Strategic Review Committee
Opinion of the Board of Directors
The Board of Directors of the Company opposes the shareholder proposal.
Disclaimer: This English version is a translation of the original version in Japanese for the readers' convenience. In case of any discrepancies, the original Japanese version prevails.
Reason for the Opposition
The proposing shareholder appears to assume that the Company's governance structure is insufficient to objectively and professionally evaluate key strategic matters such as the optimization of the business portfolio; however, such an assumption does not reflect the Company's current situation.
The Company's Board of Directors currently consists of nine directors, including four independent outside directors, with independent outside directors accounting for 44%, which significantly exceeds the requirement of at least one-third set forth in the Corporate Governance Code of the Tokyo Stock Exchange. The four independent outside directors possess diverse expertise in areas including corporate management, global business, legal affairs, and risk management.
In formulating its management strategies and making other material management decisions, the Company ensures that sufficient deliberation is conducted at the Board of Directors, including the involvement of independent outside directors possessing such expertise, prior to decision-making. The Board of Directors also, as necessary, seeks the opinions of external experts with relevant specialized knowledge and incorporates such input into its management decision-making. In addition, the Company appropriately feeds back views obtained through IR and SR activities to the Board of Directors, thereby incorporating the opinions of shareholders and investors into the formulation of its management strategies. In this manner, the Board of Directors continuously supervises management from a neutral standpoint, based on an objective, multifaceted, and expert perspective.
Furthermore, since the fiscal year ended March 31, 2025, the Company has introduced a "Business Strategy Review" under which Chief Officers and business unit heads discuss the direction of businesses and investments based on ROIC. The results of this "Business Strategy Review" are reported to the Board of Directors, which continuously reviews and assesses the strategic direction of each business. Through these frameworks, the Board of Directors continuously evaluates the Company's business portfolio and, as a result, has determined that, at present, the integrated management of the food business and pharmaceutical business best contributes to the creation of "Meiji unique value for wellness" and the enhancement of medium- to long-term corporate value.
Through these discussions, the Board of Directors has concluded that, now that the earnings base of each business has been strengthened, the integration of expertise across both businesses to create "Meiji unique value for wellness" most effectively contributes to the enhancement of medium- to long-term corporate value. In fact, the Company is working on launching concrete synergistic businesses that will serve as future growth drivers by integrating the knowledge of food and pharmaceuticals. A separation at this stage would instead lead to the loss of future growth opportunities.
As described above, in formulating and overseeing its management strategies, the Company has already established a governance framework under which the Board of Directors conducts flat and multifaceted deliberations and decision-making from a wide range of expert perspectives, incorporating insights and opinions from independent outside directors, external experts, and shareholders and investors, as well as verification through the Business Strategy
Review. Accordingly, introducing a provision such as that proposed by the shareholder into the Articles of Incorporation would overlap with existing frameworks, including the Board of Directors and the Business Strategy Review, and may instead give rise to concerns of delayed decision-making and ambiguity in accountability.
Therefore, the Board of Directors of the Company opposes this shareholder proposal.
Purchase of treasury shares
Opinion of the Board of Directors
The Board of Directors of the Company opposes the shareholder proposal.
Reason for the Opposition
The Company recognizes the return of profit to shareholders as one of its most important management priorities, and also fully recognizes the importance of shareholder returns in improving capital efficiency. In its current 2026 Medium-Term Business Plan, the Company sets a target total payout ratio of at least 50% of each fiscal year, aims for continuous dividend increases on a per share basis, and adopts a policy of considering flexible purchase of treasury shares. Based on this policy, the Company acquired its own shares amounting to 30 billion yen in the fiscal year ended March 31, 2025, resulting in a total payout ratio of 112.8%. In addition, for the fiscal year ended March 31, 2026, the Company has planned the annual dividend at 105 yen per share, an increase from the previous fiscal year, thereby demonstrating its commitment to stable shareholder returns.
The Company has set a target of early restoration of ROE to the 10% level as part of its efforts to enhance sustainable corporate value. To achieve this target, the Company will accelerate investments in growth areas, including overseas operations and new businesses. In doing so, the Company plans to strategically utilize interest-bearing debt to optimize its equity ratio to a more efficient level of 50-55%.
In this manner, the Company has formulated and is implementing a clear financial strategy that integrates growth investments, shareholder returns, and optimal capital structure, with the aim of enhancing medium- to long-term corporate value.
The large-scale acquisition of own shares of 107 billion yen proposed by the shareholder to be implemented within one year represents an excessive level that would significantly distort the Company's strategically balanced capital allocation plan, and must be regarded as being based on a short-term perspective. The shareholder proposal would impair the Company's ability to secure the financial resources necessary for growth investments essential to achieving its target ROE of 10%, and as a result may hinder the medium- to long-term growth and enhancement of corporate value of the Group. Accordingly, the Company determined that the proposal is not in line with the common interest of its shareholders.
Acquisition of own shares should not be constrained by the timing or amount specified in the shareholder proposal, but rather should be implemented by the Board of Directors pursuant to Article 44, Paragraph 1 of the Articles of Incorporation, based on the Company's medium- to long-term business plan and financial strategy, and following comprehensive consideration of
business performance, financial condition, cash flow position, and share price levels, at the timing and scale deemed most effective.
Therefore, the Board of Directors of the Company opposes this shareholder proposal. We respectfully ask our shareholders for their understanding of the Company's medium- to longterm growth strategy and financial policy.
Approval of compensation regarding a transfer restricted share compensation plan
Opinion of the Board of Directors
The Board of Directors of the Company opposes the shareholder proposal.
Reason for the Opposition
The compensation of the Company's Directors is structured as a combination of fixed and variable compensation so as to function effectively as an incentive for the sustainable enhancement of corporate value. In determining Directors' compensation, the Company's basic policy is to ensure an appropriate level of compensation reflecting their duties and positions. Specifically, compensation comprises basic compensation, which is fixed compensation according to the position and duties, performance-linked compensation as a short-term incentive based on corporate and individual performance for the previous fiscal year, and share compensation as a medium- to long-term incentive linked to the result of the Meiji ROESG and the Company's share price trend. Basic compensation and performance-linked compensation are paid in cash, while share compensation is provided by allotting shares with transfer restrictions. For outside directors, only fixed basic compensation is paid, from the perspective of their roles and independency.
In addition, in order to ensure objectivity and fairness in the compensation of Directors, the Company has established a Nomination Committee and a Compensation Committee as optional advisory bodies to the Board of Directors, chaired by an independent outside director and composed of a majority of independent outside directors. The above compensation structure is also determined by the Board of Directors based on the deliberations and recommendations of the Compensation Committee.
The current share-based compensation plan was introduced following the approval at the 8th Ordinary General Meeting of Shareholders held on June 29, 2017. The plan is designed as a medium- to long-term incentive linked to the result of the Meiji ROESG and the Company's share price trend.
The Meiji ROESG used as the performance evaluation metric in the current share-based compensation plan is the Company's proprietary management indicator that integrates ROE (Return on Equity) and ESG indicators (environment, social and governance factors), and serves as a comprehensive measure evaluating both financial and non-financial value. ROE is incorporated as one of its components, and has already been an important performance factor in the Company's share-based compensation plan. This plan is intended to more clearly align Directors' compensation with shareholder value, and to enhance Directors' awareness of contributing to medium- to long-term performance improvement and corporate value creation
by sharing not only the benefits of share price appreciation but also the risks of share price decline with shareholders. The Company therefore considers that sufficient value alignment with shareholders has been achieved.
This shareholder proposal contemplates the grant of a substantial amount of transfer restricted share compensation, with an annual limit of 1 billion yen, to be delivered over a three-year period. However, taking into comprehensive consideration the Company's business scale, performance level, and employee salary levels, the proposed compensation structure is significantly disconnected from the Company's current performance level. The Company therefore considers that the proposal constitutes an excessive share-based compensation plan that materially lacks an appropriate balance among basic compensation, performance-linked compensation, and share-based compensation, and is not appropriate.
In addition, the shareholder proposal also proposes the introduction of a restricted share-based compensation plan for outside directors. However, the Company expects outside directors to fulfill their role of overseeing and monitoring management from an independent perspective, and considers their independence and objectivity to be of paramount importance. The Company considers that granting performance-linked incentives to such individuals may impair their independence and is therefore not appropriate.
Therefore, the Board of Directors of the Company opposes this shareholder proposal.
The Board of Directors of the Company opposes this shareholder proposal. However, with regard to the future design of the compensation plan, the Company will continue to consider, through the Compensation Committee and the Board of Directors based on its recommendations, the appropriate structure of compensation that contributes to the medium-to long-term enhancement of corporate value. Such considerations will include the balance and level of compensation components, a review of performance evaluation metrics, including the potential introduction of TSR, and the Company's approach to the level of share ownership expected of Directors.
Amendments to the Articles of Incorporation regarding the composition of outside directors
Opinion of the Board of Directors
The Board of Directors of the Company opposes the shareholder proposal.
Reason for the Opposition
In order to ensure objectivity and transparency in the nomination of directors, the Company has established a Nomination Committee chaired by an independent outside director and composed of a majority of independent outside directors. In considering candidates for directors to be proposed at the Ordinary General Meeting of Shareholders, the Company makes decisions at the Board of Directors following deliberation and recommendation by the Nomination Committee.
At the Nomination Committee, careful deliberations are conducted to ensure that the Board of Directors is composed of appropriately qualified members with the skills necessary for the